The group is acting as a delegate of an unidentified Dell shareholder, who Lutin says is not Southeastern Asset Management.
If second-guessing of the Dell deal continues, the spotlight on the board's special committee is likely to intensify. The committee is chaired by Alex Mandl, a former telecommunications executive. The three other committee members are Laura Conigliaro, a former computer industry analyst for Goldman Sachs; Ken Duberstein, who was President Ronald Reagan's chief of staff before starting his own consulting firm; and Janet Clark, the chief financial officer of Marathon Oil Corp.
The special committee was formed last August after Michael Dell notified the Round Rock, Texas, company that he was exploring a buyout bid in partnership with other investors. Michael Dell has agreed to contribute 273 million of the company stock that he controls and $750 million in cash to help finance the buyout, which rely primarily on loans from PC software maker Microsoft Corp. and an assortment of banks.
Michael Dell is trying to reduce the company's dependence on PCs, which are becoming tougher to sell as more people switch over to smartphones and tablet computers. He believes the company can thrive again by expanding into business software, data analytics and storage and other more profitable niches in technology — a transition that Michael Dell believes will be easier without having to worry about the short-term financial interests of Wall Street. If the current agreement is approved, Dell will end its 25-year history as a publicly traded company.
In an attempt to avoid allegations that it was biased toward Michael Dell's offer, the special committee has left open the door for a higher bid. The committee said it has provided financial incentives for investment banker Evercore Partners to find a better deal by March 22. If another enticing proposal surfaces, the special committee said it will negotiate past the March 22 deadline.
The special committee said that it "has worked hard, and continues to work hard to produce the best outcome for Dell's shareholders."